AMENDMENT NO. 2 TO RECEIVABLES PURCHASE AGREEMENT
AMENDMENT
NO. 2 TO
AMENDMENT
NO. 2, dated as of August 29, 2007, to the RECEIVABLES PURCHASE AGREEMENT
dated as of August 31, 2006 and amended by Amendment No. 1 dated as of
December 1, 2006 (the “Amended Agreement”), among
TGP FUNDING COMPANY, L.L.C., a Delaware limited liability company, TENNESSEE
GAS
PIPELINE COMPANY, a Delaware corporation, as initial Servicer, XXXXXXXX FUNDING
CORPORATION and the other funding entities from time to time party hereto as
Investors, BNP PARIBAS, NEW YORK BRANCH, and the other financial institutions
from time to time party hereto as Managing Agents, and BNP PARIBAS, NEW YORK
BRANCH, as Program Agent.
Preliminary
Statement
The
parties hereto
have agreed to modify the Amended Agreement in certain respects as set forth
herein in accordance with Section 13.1 of the Amended
Agreement.
NOW,
THEREFORE, in
consideration of the premises and the mutual agreements herein contained, and
for other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the parties hereto hereby agree, as
follows:
ARTICLE 1
DEFINITIONS
1.1 Definitions. Unless
defined elsewhere herein, capitalized terms used in this Amendment shall have
the meanings assigned to such terms in the Amended Agreement, as amended
hereby.
ARTICLE
2
AMENDMENT
2.1 Amendment
to
Exhibit I. Exhibit I to the Amended Agreement is hereby
amended as follows:
(a) To
amend and
restate the definition of the term “Commitment Termination Date” contained
therein to read in its entirety as follows:
“Commitment
Termination Date” means
August 28, 2008, unless such date is extended with the consent of the parties
hereto.
ARTICLE
3 MISCELLANEOUS
3.1 Representations
and Warranties.
(a) Each
Seller Party
hereby represents and warrants to the Program Agent, the Managing Agents and
the
Investors, as to itself that the representations and warranties of such Seller
Party set forth in Section 5.1 of the Amended Agreement are true and
correct in all material respects on and as of the date hereof as though made
on
and as of such date and after giving effect to this Amendment; and
(b) Seller
hereby
represents and warrants to the Program Agent, the Managing Agents and the
Investors that, as of the date hereof and after giving effect to this Amendment,
no event has occurred and is continuing that constitutes an Amortization Event
or Potential Amortization Event.
3.2 Effectiveness. The
amendment set forth in Article 2 hereof shall be effective when this
Amendment or a counterpart hereof shall have been executed and delivered by
Seller, Servicer, the Managing Agents and the Program Agent and consented to
by
the Conduit Investors and the Required Committed Investors.
3.3 Amendments
and
Waivers. This Amendment may not be amended, supplemented or
modified nor may any provision hereof be waived except in accordance with the
provisions of Section 13.1 of the Amended Agreement.
3.4 Counterparts. This
Amendment may be executed in any number of counterparts and by different parties
hereto in separate counterparts, each of which when so executed shall be deemed
to be an original and all of which when taken together shall constitute one
and
the same agreement.
3.5 Continuing
Effect; No Other Amendments. Except to the extent expressly
stated herein, all of the terms and provisions of the Amended Agreement are
and
shall remain in full force and effect. This Amendment shall not
constitute a novation of the Amended Agreement, but shall constitute an
amendment thereof. This Amendment shall constitute a Transaction
Document.
3.6 CHOICE
OF
LAW. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK (INCLUDING
SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK, BUT
OTHERWISE WITHOUT REGARD TO CONFLICTS OF LAW PRINCIPLES).
[SIGNATURE
PAGES FOLLOW]
IN
WITNESS WHEREOF,
the parties hereto have caused this Amendment to be executed and delivered
by
their duly authorized officers as of the date hereof.
| TGP FUNDING COMPANY, L.L.C. | |||
|
|
By:
|
/s/ Xxxx X. Xxxxxx | |
| Name: Xxxx X. Xxxxxx | |||
| Title: | |||
| TENNESSEE GAS PIPELINE COMPANY, as Servicer | |||
|
|
By:
|
/s/ Xxxx X. Xxxxxx | |
| Name: Xxxx X. Xxxxxx | |||
| Title: | |||
|
BNP
PARIBAS,
acting through its New York Branch, as Program Agent and as Managing
Agent
for the Xxxxxxxx Investor Group
|
|||
|
|
By:
|
/s/ Xxxx Xxxxxxxxxx | |
| Name: Xxxx Xxxxxxxxxx | |||
| Title: Managing Director | |||
| By: | /s/ Xxxxxxx Xxxxx | ||
| Name: Xxxxxxx Xxxxx | |||
| Title: Director | |||
CONSENTED
TO:
|
XXXXXXXX
FUNDING CORPORATION,
as Conduit Purchaser
|
|
|
By:
|
/s/ Xxxxxxxxx St-Louis |
| Name: Xxxxxxxxx St-Xxxxx | |
| Title: Vice President | |
|
BNP
PARIBAS,
acting through its New York Branch,
as
Committed
Investor
|
|
|
By:
|
/s/ Xxxx Xxxxxxxxxx |
| Name: Xxxx Xxxxxxxxxx | |
| Title: Managing Director | |
|
By:
|
/s/ Xxxxxxx Xxxxx |
| Name: Xxxxxxx Xxxxx | |
| Title: Director | |
[Signature
pages to Amendment No. 2 to
